Capitol V - CAP.U = 1c + 1/3W
24 months. Closed December 4, 2020
Trust $10. -- $300.0 million, or $345.0 million if over-allotment option is exercised in full
Citigroup Deutsche Bank Securities Morgan Stanley
Mr. Ein and Mr. Drydenhave a long track record of successfully raising capital and executing transactions through public acquisition companies structured similarly to Capitol V, having completed four such transactions over a 13-year period, across different industries and at different stages of the economic cycle. We are one of only two U.S. sponsor teams of SPACs over $100 million in size to close four SPAC transactions.
Capitol I/Two Harbors
Creation of a Real Estate Investment Trust to capitalize on the severe dislocation in the residential mortgage-backed securities market following the global financial crisis in 2009.
Capitol Acquisition Corp., or Capitol I, was a $262 million special purpose acquisition company that completed its initial public offering in June 2007. Mr. Ein was the founder, Chairman and Chief Executive Officer of Capitol I. Capitol I completed its business combination with Two Harbors Investment Corp., or Two Harbors, in October 2009. Two Harbors was a newly formed Maryland real estate investment trust, or REIT, established to focus on residential mortgage backed securities in partnership with Pine River Capital Management L.P. Two Harbors’ common stock is traded on the NYSE under the symbol “TWO.” Mr. Ein served as Vice-Chairman of the board of directors of Two Harbors from October 2009 to May 2015. During Mr. Ein’s tenure as Vice-Chairman, Two Harbors became one of the world’s largest REITs and also founded, and then completed the spin-off of, Silver Bay Realty Trust, which was the first ever publicly traded single family housing REIT. Mr. Dryden served as Capitol I’s investment banker throughout the search process and assisted with the execution of the Two Harbors transaction.
Capitol II/Lindblad Expeditions
Growth equity invested in founder-owned and led business to extend leadership position in global expedition cruising in partnership with National Geographic in 2015.
Capitol Acquisition Corp. II, or Capitol II, was a $200 million special purpose acquisition company that completed its initial public offering in May 2013. Mr. Ein was the Chairman of the Board and Chief Executive Officer and Mr. Dryden was Chief Financial Officer and Director of Capitol II. Capitol II completed its $439 million business combination with Lindblad Expeditions, Inc., or Lindblad, in July 2015. Lindblad is a global leader in expedition cruising and extraordinary travel experiences offering captivating trips featuring highly curated content to 40+ remarkable destinations on all seven continents in partnership with National Geographic. Lindblad’s merger with Capitol II enabled it to pursue attractive future growth opportunities including new ship builds, expanded
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charters and acquisitions. Lindblad’s common stock is traded on the NASDAQ under the symbol “LIND.” Since the closing of the business combination with Lindblad, Mr. Ein has continued to serve as the Chairman of the Board and Mr. Dryden has continued to serve as a Director of Lindblad.
Deleveraging and growth capital investment in leading global provider of private-equity owned public relations software, media distribution, media intelligence and related professional services enhanced the company’s balance sheet to enable organic growth investments and facilitate acquisitions.
Capitol Acquisition Corp. III, or Capitol III, was a $325 million special purpose acquisition company that completed its initial public offering in October 2015. Mr. Ein was the Chairman of the Board and Chief Executive Officer and Mr. Dryden was President, Chief Financial Officer and Director of Capitol III. Capitol III completed its $2.4 billion business combination with Canyon Holdings S.a r.l., or Cision, a portfolio company of private equity firm GTCR, in June 2017. At that time, merger of Capitol III and Cision was the largest transaction by a U.S. public acquisition company completed since 2010. Cision is a leading global provider of public relations software, media distribution, media intelligence and related professional services. Public relations and communications professionals use Cision’s products and services to help manage, execute and measure their strategic public relations and communications programs. Cision solutions also include market-leading media technologies such as PR Newswire. Cision serves over 75,000 customers in more than 170 countries and 40 languages worldwide, and maintains offices in North America, Europe, Australia, Asia and Latin America. In January 2020, Platinum Equity took Cision private in a transaction valued at $2.7 billion. Mr. Ein served as Vice Chairman of the Board and Mr. Dryden served as a Director of the combined company from June 2017 until January 2020, when the sale to Platinum Equity closed.
Investment in one of the largest specialty equipment rental providers to the growing critical infrastructure industries of electric utility transmission and distribution, telecom and rail in North America deleveraged the business to enable growth investments and facilitate acquisitions.
Capitol Investment Corp. IV, or Capitol IV, was a $402.5 million special purpose acquisition company that completed its initial public offering in August 2017. Mr. Ein was the Chairman of the Board and Chief Executive Officer of Capitol IV and Mr. Dryden was the President, Chief Financial Officer and a Director of Capitol IV. Capitol IV completed its $1.1 billion business combination with Nesco Holdings, Inc., or Nesco, a portfolio company of private equity firm Energy Capital Partners, in July 2019. Nesco is one of the largest specialty equipment rental providers to the growing electric utility transmission and distribution, telecom and rail industries in North America. Nesco offers its specialized equipment to a diverse customer base for the maintenance, repair, upgrade and installation of critical infrastructure assets, including electric lines, telecommunications networks and rail systems. The combined company’s common stock and warrants are traded on the NYSE under the symbols “NSCO” and “NSCO WS.” Mr. Ein and Mr. Dryden have both continued to serve on the Board of Directors of the combined company, with Mr. Dryden currently serving as Co-Chairman and Mr. Ein as Vice Chairman.
Mr. Ein has over 30 years of private equity, venture capital and public acquisition company investing experience. Starting in 2007, Mr. Ein has led the successful execution (including initial public offerings and business combinations) of four consecutive public acquisition vehicles: Capitol I, II, III and IV. Mr. Ein is the founder and Chief Executive Officer of Venturehouse Group, LLC, a holding company that creates, invests in, grows and builds technology, communications and related business services companies. Venturehouse was founded in 1999 to work closely with a small number of portfolio companies at any one time and to provide operational, strategic and financing support throughout their lifecycle. Since January 2007, Mr. Ein has been the Co-Chairman and majority owner of Kastle Systems, a firm specializing in building and office security systems, which he acquired through his personal investment holding company, Leland Investments Inc. Prior to forming Venturehouse, from 1992 to 1999, Mr. Ein was a Principal with The Carlyle Group, a leading global private equity firm. Mr. Ein led many of Carlyle’s technology and telecommunications private equity investment activities. Earlier in his career, from 1989 to 1990, Mr. Ein worked for Brentwood Associates, a leading West Coast growth-focused private equity firm, and from 1986 to 1989 for Goldman, Sachs & Co.
Mr. Dryden has over 20 years of experience in M&A, capital formation and public acquisition company investing. Mr. Dryden has partnered with Mr. Ein on the successful execution of three consecutive public acquisition vehicles, Capitol II, III and IV, and served as an advisor on Capitol I. Mr. Dryden continues to serve on the Board of Directors of Nesco and Lindblad, which completed deals with Capitol IV and Capitol II, respectively, and currently serves as Co-Chairman of Nesco. Mr. Dryden served as a Director of Cision from the time of its business combination with Capitol III until the sale of the company in January 2020. Mr. Dryden has also been an investor in and the Vice Chairman of CDS Logistics Management, Inc., one of the largest providers of home improvement product delivery services in the United States, since 2009. Prior to Capitol, Mr. Dryden worked in Citigroup’s Investment Banking division in New York, most recently as a Managing Director in the firm’s Global Technology, Media and Telecommunications group. Mr. Dryden is currently a member of the Board of Directors of Washington E-Sports Ventures, LLC, founded to purchase an Overwatch League team and build other esports teams that will represent the National Capital Region. Mr. Dryden holds a B.S. in Business Administration with a dual concentration in finance and management from the University of Richmond.
The Capitol team also includes veterans of our prior public acquisition companies. Our Executive Vice President was a member of the Capitol II, Capitol III and Capitol IV teams and was an investment banker to Capitol I. Our Vice President was a member of the Capitol III and Capitol IV teams and was an investment banker to Capitol II. Additionally, two of our independent directors were members of the Capitol I, Capitol II, Capitol III and Capitol IV teams. The past performance of our founders and other members of our management team is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not rely on the historical record of our management’s performance as indicative of our future performance.